SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 5)*
Salomon Inc
(Name of Issuer)
Common Stock (upon conversion of Preferred Stock)
(Title of Class of Securities)
0007954981
(CUSIP Number)
Warren E. Buffett
Berkshire Hathaway Inc.
1440 Kiewit Plaza, Omaha, Nebraska 68131
(402) 346-1400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 4, 1994
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 8 Pages<PAGE>
CUSIP No. 0007954981 13D Page 2 of 8 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of above person:
Warren E. Buffett, ###-##-####
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds:
AF
5 Check box if disclosure of legal proceedings
is required pursuant to items 2(d) or (e) [ ]
6 Citizen or place of organization:
United States citizen
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
700,000 shares Preferred Stock (See Item 5)
6,433,600 shares Common Stock (See Item 5)
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
700,000 shares Preferred Stock (See Item 5)
6,433,600 shares Common Stock (See Item 5)
11 Aggregate amount beneficially owned by each Reporting
Person:
700,000 shares Preferred Stock
6,433,600 shares Common Stock
12 Check Box if the aggregate amount in
row (11) excludes certain shares [ ]
13 Percent of class represented by amount in row (11):
19.99%
14 Type of Reporting Person*:
IN<PAGE>
CUSIP No. 0007954981 13D Page 3 of 8 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of above person:
Berkshire Hathaway Inc., 04-2254452
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds:
AF, BK
5 Check box if disclosure of legal proceedings
is required pursuant to items 2(d) or (e) [ ]
6 Citizen or place of organization:
Delaware corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
700,000 shares Preferred Stock (See Item 5)
6,433,600 shares Common Stock (See Item 5)
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
700,000 shares Preferred Stock (See Item 5)
6,433,600 shares Common Stock (See Item 5)
11 Aggregate amount beneficially owned by each Reporting
Person:
700,000 shares Preferred Stock
6,433,600 shares Common Stock
12 Check Box if the aggregate amount in
row (11) excludes certain shares [ ]
13 Percent of class represented by amount in row (11):
19.99%
14 Type of Reporting Person*:
HC, CO<PAGE>
CUSIP No. 0007954981 13D Page 4 of 8 Pages
1 Name of Reporting Person:
S.S. or I.R.S. Identification No. of above person:
National Indemnity Company, 47-0355979
2 Check the appropriate box if a member of a Group*:
(a) [X]
(b) [ ]
_________________________________________________________________
3 SEC USE ONLY
_________________________________________________________________
4 Source of Funds:
WC
5 Check box if disclosure of legal proceedings
is required pursuant to items 2(d) or (e) [ ]
6 Citizen or place of organization:
Nebraska corporation
7 Number of shares beneficially owned by each Reporting
Person with Sole Voting Power:
-0-
8 Number of shares beneficially owned by each Reporting
Person with Shared Voting Power:
401,000 shares Preferred Stock
6,433,600 shares Common Stock
9 Number of shares beneficially owned by each Reporting
Person with Sole Dispositive Power:
-0-
10 Number of shares beneficially owned by each Reporting
Person with Shared Dispositive Power:
401,000 shares Preferred Stock
6,433,600 shares Common Stock
11 Aggregate amount beneficially owned by each Reporting
Person:
401,000 shares Preferred Stock
6,433,600 shares Common Stock
12 Check Box if the aggregate amount in
row (11) excludes certain shares [ ]
13 Percent of class represented by amount in row (11):
13.67%
14 Type of Reporting Person*:
IC<PAGE>
CUSIP No. 0007954981 13D Page 5 of 8 Pages
The following items of Schedule 13D filed by Berkshire
Hathaway Inc. ("Berkshire") and the other persons filing this
Schedule 13D are amended to update previously reported
information, as follows:
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate amount of funds expended by all of the
companies filing this Schedule 13D for shares of the Series A
Cumulative Convertible Preferred Stock of Salomon Inc (the
"Preferred Stock") was approximately $700,000,000. The aggregate
amount of funds expended by National Indemnity Company for shares
of Common Stock of Salomon Inc was approximately $314,622,621.
Working capital of each of the purchasing companies was used,
except that Berkshire borrowed $42,000,000 from the First
National Bank of Boston in connection with the purchase of the
Preferred Stock in 1987.
Item 4. Purpose of Transaction.
The purchase agreement (the "Purchase Agreement") dated
September 27, 1987 pursuant to which Berkshire and its
subsidiaries purchased the Preferred Stock provides that, prior
to October 1, 1994, Berkshire will not purchase additional shares
of Salomon voting securities that would give Berkshire an
aggregate of 20% or more of the outstanding voting securities of
Salomon without the approval of Salomon's Board of Directors. In
response to Berkshire's request that Salomon's Board of Directors
approve purchases exceeding such limitation prior to October 1,
1994, Salomon's Board of Directors on May 4, 1994 terminated the
20% limitation.
Under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"), Berkshire is permitted to
acquire and hold voting securities of Salomon comprising up to
24.99% of the total outstanding voting securities of Salomon
without any additional filing under the HSR Act, so long as any
such purchases are consummated before September 4, 1998.
All purchases of Salomon Common and Preferred Stock,
including the recent purchases by National Indemnity Company
reported in Item 5, have been for the purpose of acquiring shares
for investment. These recent purchases, combined with the shares
of Common and Preferred Stock previously held, increase the total
voting securities of Salomon held by the persons filing this
Schedule to approximately 19.99% of the total outstanding.
The persons filing this Schedule may purchase additional
shares of Salomon stock from time to time depending upon price,
market conditions, availability of funds, evaluation of other
investment opportunities, and other factors. While the persons
CUSIP No. 0007954981 13D Page 6 of 8 Pages
filing this Schedule have no present plans to sell any voting
securities of Salomon, they could determine, based upon the same
set factors just listed, to sell some or all of the Salomon
shares held by them.
Other than as discussed above, the persons filing this
Schedule have no plans or proposals that relate to or would
result in the acquisition by any person of additional securities
of Salomon, or the disposition of securities of Salomon; an
extraordinary corporate transaction involving Salomon or any of
its subsidiaries; a sale or transfer of a material amount of
assets of Salomon or any of its subsidiaries; a change in the
present Board of Directors or management of Salomon; a material
change in the present capitalization or dividend policy of
Salomon; any other material change in Salomon's business or
corporate structure; changes in Salomon's charter or bylaws or
other actions that might impede the acquisition of control of
Salomon by any other person; causing securities of Salomon to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an interdealer quotation system of a
registered national securities association; causing securities of
Salomon to be eligible for termination of registration pursuant
to the Securities Exchange Act of 1934; or any other similar
action.
All other information responsive to Item 4 remains as
previously reported, except as amended hereby.
Item 5. Interest in Securities of the Issuer.
a. The following table sets forth the aggregate
number of shares of Preferred Stock, the number of shares of
Common Stock, and the percentage of the voting stock of Salomon
Inc beneficially owned by each of the persons named in Item 2
directly owning such stock, and by Warren E. Buffett and
Berkshire Hathaway Inc.:
<PAGE>
CUSIP No. 0007954981 13D Page 7 of 8 Pages
Preferred Percent of
Name Shares Common Shares Voting Shares
Warren E. Buffett 700,000* 6,433,600* 19.99%
Berkshire Hathaway Inc. 700,000* 6,433,600* 19.99%
National Indemnity Co. 401,000 6,433,600 13.67%
National Fire and Marine
Insurance Co. 60,000 - 1.2%
Columbia Insurance Co. 100,000 - 2.0%
Cypress Insurance Co. 10,000 - 0.2%
Oak River Insurance
Company** 7,000 - 0.1%
Cornhusker Casualty Co. 9,000 - 0.2%
National Liability &
Fire Insurance Co. 13,000 - 0.3%
Wesco Financial Corp. 50,000 - 1.0%
Wesco-Financial Insurance 50,000 - 1.0%
Co. ________ __________ _____
TOTAL 700,000 6,433,600 19.99%
*Warren E. Buffett may be deemed to control Berkshire Hathaway
Inc., which controls each of the companies with record ownership
of the stock. Both Mr. Buffett and Berkshire thus may be
considered to have beneficial ownership of the entire amount of
Preferred and Common Stock owned by all of the persons filing
this Schedule.
**Successor to Kansas Fire & Casualty Company.
b. Each of the companies named in Item 5(a) has both
voting and investment power with respect to the shares indicated
for it. However, Warren E. Buffett, Chairman of the Board of
Berkshire Hathaway Inc., who may be deemed to control the
companies named in Item 5(a), directs the investments and voting
of each company. Thus, Mr. Buffett and Berkshire Hathaway Inc.
share voting power and investment power with respect to the
shares of Salomon Inc owned by each of the companies named in
Item 5(a).
c. The following transactions, all of which were
open-market purchases of Common Stock, were effected during the
past sixty (60) days by the persons filing this Schedule:
Company Purchasing Date # of Shares Price
National Indemnity Co. 4/04/94 29,800 $47.4308
4/20/94 11,500 48.9195
4/21/94 20,000 48.9250
4/26/94 165,000 49.5490
4/28/94 192,300 48.7078
d. Not applicable.
e. Not applicable.
<PAGE>
CUSIP No. 0007954981 13D Page 8 of 8 Pages
After reasonable inquiry and to the best knowledge and
belief of each, the undersigned hereby certify that the
information set forth in this statement is true, complete, and
correct.
Dated this 5th day of May, 1994.
/s/Warren E. Buffett
Warren E. Buffett
BERKSHIRE HATHAWAY INC. NATIONAL INDEMNITY COMPANY
By/s/Warren E. Buffett By/s/ Warren E. Buffett
Warren E. Buffett Warren E. Buffett
Chairman of the Board Chairman of the Board
NATIONAL FIRE AND MARINE COLUMBIA INSURANCE COMPANY
INSURANCE COMPANY
By/s/Warren E. Buffett By/s/ Warren E. Buffett
Warren E. Buffett Warren E. Buffett
Chairman of the Board Chairman of the Board
CYPRESS INSURANCE COMPANY, CORNHUSKER CASUALTY COMPANY, OAK RIVER
INSURANCE COMPANY, NATIONAL LIABILITY & FIRE INSURANCE COMPANY,
WESCO-FINANCIAL INSURANCE COMPANY, and WESCO FINANCIAL
CORPORATION.
By/s/ Warren E. Buffett
Warren E. Buffett
Attorney-in-Fact
